Stare Mare
by Dede42
Summary: Fluttershy is well known for her ability to care for animals and when Rarity is unable to babysit Apple Bloom, Sweetie Bell, and Scootaloo because of a last minute order for a client, Fluttershy offers to look after them at her own home, and discovers that babysitting three fillies can be more challenging then caring for animals. Can she keep them under control during the night?
1. Chapter 1: SLEEPOVER AT FLUTTERSHY'S!

My Little Pony Friendship is Magic: Stare Master

A/N: (Dede42 enters the writers studio with Sunrise Blossom and Twilight Sparkle, and they stop in their tracks when they see that the place is a mess with papers and folders scatter all over, the filing cabinets are open, and both Timon and Pumbaa are sprawl on the floor, fast asleep and snoring.)

Dede42: What the heck happen in here?!

Timon: (wakes up) Hyenas! Huh? (he sees the trio in the doorway and pokes Pumbaa to wake him up as he flushes) Oh, heh, hey there, Dede42.

Pumbaa: (snorts and shakes his head) Huh? Hey, guys!

Sunrise Blossom: What did you two do to this place? It's a mess!

Twilight Sparkle: I don't even let the _library_ get this messy. Have you both been here all weekend?

Timon: Heh, well, you see, we just wanted to get the next Dr. Whooves story started for you, Dede42, while you were on break.

Dede42: And you ended up wrecking the place in the process?

Pumbaa: (hangs his head in shame) Sorry.

Dede42: I feel a headache coming on. Sunrise, Twilight, could you both help them clean this mess up and get the papers back in their proper places? (the twins nod) I'm going to lie down for a while. (she leaves.)

Sunrise Blossom: (turns back to the meerkat and the warthog) You both really couldn't wait until today to help her with a story idea.

Timon: We just really wanted to have something ready for her to take over on. Who knew writing a story was such hard work?

Twilight Sparkle: Now you know what Dede42 goes through. She waited until she had most of Season 1 written before she started posting the stories. Come on, we got a lot of work to do.

Sunrise Blossom: (turns to the camera) Don't worry, Roleplayer48, this is on Timon and Pumbaa, not you, and once Dede42 rests up, she'll get some more writing done, and maybe figure out what these two goofballs had in mind before it blew up on them.

Timon: We're not goofballs!

Pumbaa: Actually, today we are, Timon.

Twilight Sparkle: Enough talking, let's get organizing.

Sunrise Blossom: (sighs) This is going to be a _long_ day.

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER ONE: SLEEPOVER AT FLUTTERSHY'S!**

In Carousel Boutique, Rarity was racing back and forth, trying to finish up a big important order, and Sweetie Belle was watching her big sister run around frantically.

"Where'd I put that?" Rarity muttered, running while magically carrying three balls of different colored thread. "Ohh, I thought I already…" She set them on a table and ran back for fabric. "Ohh, and I can't forget I've got to… oh, how am I ever gonna get this done?"

"Are you sure I can't help?" Sweetie Belle asked. "I could-"

"No!" Rarity shouted, running past with the fabric.

"Maybe just a-"

"No thanks!"

"How about-"

Rarity paused while folding up some fabric to look at her little sister. "Just stand over there."

"But-" Sweetie Belle began.

"Where you'll be out of the way," Rarity interrupted up and dropped the fabric when she realized that she'd forgotten something important. "Ribbon, ribbon! Where's the ribbon?!"

Sweetie Belle looked around and spotted the item on a high shelf. "I got it!" And she quickly climbed onto a chair and tried to reach it while leaning on the sewing machine, which began tipping. Just as she managed to snatch up the roll of ribbon, the sewing machine toppled and she fell to the floor while the ribbon went flying across the room. "Whoa!"

Rarity gasped as the ribbon bounced off one of the mannequins, which toppled over, and started a chain-reaction of thread, fabric, and other things being sent flying around the room. "Aah!" she screamed, ducking and covering her head with her forelegs until the crashing noises stopped after several minutes. She got up and looked around in horror at the mess.

Sweetie Belle swallowed and nervously smile while her big sister glared at her. "Um, I-I'll just go and stand over there, where I'll be… out of the way." And she quickly zipped away.

Rarity looked around at the mess and sighed before going to work on cleaning up the mess.

* * *

A full hour later, Rarity was finishing up cleaning the mess and Sweetie Belle was watching her, feeling guilty for making the mess in the first place.

"Won't you at least let me help you clean up?" she asked.

"No," Rarity said sternly while magically putting away the fabric she didn't need. "You've helped me quite enough." _'Why can't she stay with our parents at the farm this weekend?'_

"I'm sorry, sis!" Sweetie Belle apologized. "I just thought that if I could help, I might find my special gift and finally earn my cutie mark." And she looked wistfully at her blank flank.

"I understand," Rarity said sincerely, for she recalled how frustrating it could be for some fillies waiting to get their cutie marks, and her own frustration, too. "It's just that… I need this time to fill this order without any… complications," she added, setting up the last of the mannequins. "Okay, all done. Now, back to work. I've lost a lot of time, and I cannot have any more interruptions." She went to her sewing machine to start sewing when the doorbell rang, and she groaned. "Oh, what now?!"

Fluttershy, who'd just entered the shop with a covered basket, flushed. "Oh, sorry," she apologized. "I thought the "open" sign meant you were open, but I must have been mistaken."

Rarity gasped when she saw the yellow pegasus and the basket. "Fluttershy! Forgive me!" she quickly apologized, running over. "I was so wrapped up in my work that I forgot you were bringing Opalescence back from her grooming!"

"No worries, Rarity," Fluttershy assured her as she removed the blanket from the basket to reveal Opalescence, who hopped out to reveal her clean fur. "I've left her there in the basket." She smiled as the cat rubbed her forelegs, purring.

"Oh, she looks great!" Rarity exclaimed, delighted to see her pet was all clean and fluffy. "I just don't understand how you're able to do it! I can't get near her without getting a swipe from her claws," she remarked, stepping close to her cat, only to have Opalescence hiss and swipe at her. "Ahh!" She jumped back. "Did you use… the _Stare_ on her?" she asked, referring to her friend's ability to make misbehaving animals behave, which included the full-grown dragon they'd gone up against with their friends months ago.

"Oh, no!" Fluttershy gasped. "I wouldn't! I couldn't! I-I don't really have any control over when that happens. I-It just happens. No, I'm just good with animals. It's my special gift, you know?" she added, nuzzling the purring cat.

Rarity nodded thoughtfully. "Well, you should have a picture of Opal as a cutie mark instead of those butterflies," she remarked.

This remark gave Sweetie Belle an idea and she hurried over to Opalescence. "Ooh, ooh, oh, oh, oh, oh! Maybe I can be good with animals, too!" she suggested brightly, only to have the cat swipe at her mane with an angry hiss, and she quickly retreated to protect her curls. "Or not." And both Fluttershy and Rarity laughed.

"I'm sorry I can't invite you to stay and chat, Fluttershy," Rarity told her friend, sighing. "I've bitten off a bit more than I can chew with this order."

Sweetie Belle stared at her sister, confused. "But you're not eating anything."

"No, Sweetie, it's an expression," Rarity explained. "It means that I've taken on more work than I can handle. I've got twenty of these special robes to make tonight! They're due in Trottingham tomorrow morning." She then pulled out some beautiful gold fabric and Fluttershy gasped with amazement. "See? I've lined them in a special gold silk," she added, looking fondly at her handiwork. "It took _so_ long to make, but I think it adds just the right touch, don't you?"

"These are lovely, but twenty by tonight?" Fluttershy asked while admiring the fabric. "How will you get it all done?"

Rarity sighed since that was a problem. "Well, I, uh…"

"Oh, oh, oh!" said Sweetie Belle, jumping up and down with a new idea. "Maybe I could… just…" her ears drooped when her big sister fixed her with a stern look, "just stand over here and watch." And she walked away sadly.

"I'll manage," said Rarity, shaking her head and sighing, wondering how she could get done with her sister under-hoof.

"Well, maybe I should get out of your mane so you can work," Fluttershy suggested and she turned to go, almost being run over by the blur that was Apple Bloom and Scootaloo

"Hi, Fluttershy! Hi, Rarity!"

Rarity blinked. "Hello, uh, girls…"

Apple Bloom and Scootaloo zipped up to Sweetie Belle. "Hey, Sweetie Belle!"

When Sweetie Belle saw her friends, she immediately perked up. "Scootaloo! Apple Bloom!"

"You ready for tonight?" Scootaloo asked eagerly.

"Yup!" Sweetie Belle replied happily. "Cutie mark planning session is a go!"

"Tonight is the night we each try to find our own special talent," Apple Bloom confirmed.

"Even if it takes us all night!" Scootaloo added.

"I'm ready! You ready?" Apple Bloom asked.

Scootaloo nodded. "Very ready!"

" _Cutie Mark Crusader sleepover at Rarity's! Yay!_ " the three fillies cheered loudly.

Sweetie Belle hurried over to her bag and pulled out three red capes she made, which had a blue patch with a yellow pony wearing a cape on them. "And… look what I made us!" she announced, putting on hers with a flourish.

"Oh, wow!" Apple Bloom and Scootaloo gasped and laughed with delight as they put on their own capes. "That's so cool! Oooh!"

"What does that patch on your cape mean?" Fluttershy asked.

" _The Cutie Mark Crusaders! Yay!_ " the three fillies shouted together.

"We're on a crusade, a mission!" Scootaloo announced.

"To find our cutie marks!" Apple Bloom added.

"Yup. And look," said Sweetie Belle, lifting up her cape to reveal the underside, which was made out of a familiar gold fabric. "I lined them with this special gold silk. It took _sooo_ long to make, but I think it adds just the right touch, don't you?" she asked her her friends "Oooooh!" over it.

Rarity stared in horror to see that the fabric her sister had used was her own, and she raced over to pick up a section lying next to her sewing machine, discovering that three squares had been cut out of it. "Sweetie Belle! What have you _done_?!" she shrieked, and her little sister flushed with guilt. "That was the last of the gold silk! Oh, now I'll have to make more! Oh, I hope I can make more. I'm gonna have to work all night! Which means…" She took a breath and faced the three fillies. "Sorry, girls, I'm afraid the Crusaders sleepover is cancelled."

"What?!" Sweetie Belle yelped.

"I just won't have any time to watch you if I want to get these robes delivered on time," Rarity pointed out.

"But-" Sweetie Belle began, having been looking forward to the sleepover.

"No buts this time," Rarity said firmly. "I'm sorry, Sweetie Belle. It's just the way it has to be."

The Cutie Mark Crusaders all pouted. "Awwww…"

Fluttershy looked at the fillies' sad expressions and she got an idea. "I, uh, I suppose I could take them for the night," she offered.

Rarity was surprised to hear the shy pegasus make an offer like that. "I couldn't ask you to do that," she protested.

"Oh, it's no problem at all," Fluttershy said reassuringly.

"Have you met my sister and her friends?" Rarity asked skeptically. "A problem is all it would be."

"Did I have a _problem_ with Opal?" Fluttershy reminded her friend. "You've seen how well I handle small creatures!"

Rarity knew that the yellow pegasus had a point and was one of the few ponies around who could get her cat to behave. "I suppose that's true… and I do have a lot of work to do…"

"Come on, it'll be fun," Fluttershy offered.

Rarity still wasn't sure. "I assure you, they're quite a handful."

"These sweet little angels?" Fluttershy asked and the three fillies all smiled innocently.

Rarity sighed. "Well… all right."

" _Cutie Mark Crusader sleepover at Fluttershy's cottage! Yay!"_ they cheered and raced out the door with their bags.

"So cute," said Fluttershy before flying after them. "W-wait for me!"

Rarity watched them go, worried that the yellow pegasus was in over her head, and then she looked at the robes she needed to finish working on. "Hmmm…"

* * *

A/N: I wish Fluttershy the best of luck with the CMCs. R&R everyone!


	2. Chapter 2: SLEEPOVER ISSUES

My Little Pony Friendship is Magic: Stare Master

A/N: (Dede42 is in the newly cleaned writers studio, where she is hard at work at her computer with headphones on, and both Timon and Pumbaa are passed out on the couch, snoring.)

Fluttershy: Hey, guys, as you can see Dede42 is working hard on her stories to get them ready and both Timon and Pumbaa have finished cleaning up the mess they made over the weekend. And since Dede42 has work tomorrow, the next chapter will be posted the next day. See you then!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER TWO: SLEEPOVER ISSUES**

Fluttershy flew after the three fillies as they ran ahead, giggling, and she already planning fun activities to do with them. "Oh, won't this be ever so fun? We can have a nice little tea party, and braid each others' tails, and sit quietly and color, and tell each other fairy tales, and-" she stopped when she realized that she'd lost sight of the three fillies. _'Oops!'_

* * *

Twilight Sparkle was walking the other way when she was almost run over by the three fillies, and she shook her head as the Cutie Mark Crusaders ran around the well, giggling. "Hello, Fluttershy," she said when she saw the yellow pegasus flying over.

"Oh! Hello, Twilight," said Fluttershy, hovering in the air. "Where are you off to?"

"I'm heading to the Everfree Forest to Zecora's to get some of my favorite tea," Twilight Sparkle answered. "I'm also getting some of Sunrise's favorite tea, too. She would've come, but she has a large order of potions to make for the hospital and the spa."

"Th-The Everfree Forest?" Fluttershy repeated nervously. "Ah, you'll be careful, won't you?"

"Of course!" Twilight Sparkle promised. "How about you? What are you doing with the girls?" she asked, glancing at the three fillies, who were now playing hide-and-seek behind the well.

Fluttershy landed to give her wings a rest. "Rarity has a big order to fill tonight, so I volunteered to take the girls over to my cottage for a sleepover," she responded.

"Wow. Sounds like everypony has their hooves full today," Twilight Sparkle remarked. "Taking care of those three fillies all by yourself? You sure you can handle it?"

"What? These sweet little angels?" Fluttershy asked as the three fillies zipped up next to her with innocent smiles on their faces. "They'll be no problem at all."

* * *

It was nighttime by the time Fluttershy and the three fillies reached her cottage, which was surrounded by birdhouses and a few were installed on the roof, and she let them inside.

* * *

"Wow! Look at this place!" said Sweetie Belle when she saw there were more animals inside the living room, along with some small staircases. "What's that? Are those chickens?" And she, Apple Bloom, and Scootaloo ran around, looking at everything, startling the animals so much that they hid themselves to keep from getting run over.

"No… problem at all," Fluttershy whispered to herself, hoping that she hadn't bitten off more then she could chew. "Okay, girls, uh, what should we do?" she asked, but the three fillies weren't paying attention since they were more focused on getting their cutie marks, which was leading to an argument and they ran around the room. "Girls? Should we-" she tried to get their attention. "Girls, okay, now settle-"

"I'm staying up all night!" Scootaloo called out and both Apple Bloom and Sweetie Belle agreed.

"I-I know you're excited, but – _girls_ , oh, oh, careful with the – oh, ah, girls-" Fluttershy huffed and raised her voice to be heard. "So! What do you wanna do? Play a game?" she asked, finally getting their attention.

Scootaloo thought about that for a moment and had a different idea. "We are the Cutie Mark Crusaders!"

"And we want to crusade for our cutie marks!" Apple Bloom added.

"And, and, and, we, um- yeah! What they said!" said Sweetie Belle quickly.

Fluttershy wasn't keen on letting them stay up too late, or even do something that would disrupt her animal friends any more then they already had been. "Mmm, I don't know… how about a nice quiet little tea party?" she suggested.

"Or… we could go adventuring in the Everfree Forest!" Scootaloo announced, nodding out one of the windows to the dark forest that wasn't that far from the cottage.

"Yeah!" Apple Bloom and Sweetie Belle agreed excitedly.

"Oh, no!" Fluttershy objected positioning herself in front of the door to keep them from getting out. "The Everfree Forest is _much_ too dangerous. It's filled with far too many strange creatures."

"But you could go with us and we could catch those creatures," Sweetie Belle pointed out. "We could be, umm… creature catchers!"

" _Yay! Cutie Mark Crusader creature catchers!"_ the three fillies cheered.

Scootaloo grabbed a basket that she put on her own head, snatched up a big rug, and she hopped onto Apple Bloom's back, covering themselves with the rug. "Arrrr! I am a dangerous creature from the Everfree Forest! Rrrarr!" she growled.

"Halt, dangerous creature of the Everfree Forest," Sweetie Belle announced. "I am Sweetie Belle, the creature catcher, and I'm here to catch you!"

"You can never catch me!" Scootaloo growled. "I am far too powerful and dangerous!"

"You cannot run from me!" Sweetie Belle declared.

"Raaaar!" said Scootaloo, and soon they were chasing each other back and forth across the room, giggling and growling.

Fluttershy watched this with growing alarm. "Um, oh, maybe that's not such a – now, girls, how about we do some nice coloring? Doh-" she began and cringed when something was knocked over and Angel went fleeing under the couch for her own safety.

"Come back, dangerous creature, so I can catch you!" Sweetie Belle called out, chasing her friends.

"Never!" Scootaloo declared, laughing.

"Careful… you don't…" Fluttershy began and sighed when there was a crashing sound "…break anything." She sighed again when she saw the broken table.

Sweetie Belle became sheepish. "Sorry, Fluttershy."

"Yeah, sorry," Scootaloo agreed, hopping down and putting back both the rug and the basket.

Apple Bloom hung her head in shame. "I guess we aren't creature catchers."

"Oh, girls, it's okay. I-" Fluttershy began.

"I know!" said Apple Bloom, getting an idea. "We could be Cutie Mark Crusader carpenters!"

"C-carpenters?" Fluttershy repeated and the three fillies got out her tool box and they went to work on the broken table before she could stop them. "Oh dear."

* * *

It didn't take them very long, but when they were finished, they were confused by what they'd done with the remains of the table, which didn't look like a table anymore.

"Um … that doesn't look like a table," said Sweetie Belle, frowning.

"We were making a table?" Scootaloo asked, surprised.

"Somepony needs to put this thing out of its misery," Apple Bloom suggested.

Scootaloo shook her head. "We are definitely not Cutie Mark Carpenters."

"Who wants a picture of a hammer on their flank anyway?" Sweetie Belle grumbled.

Fluttershy grabbed the wooden thingy and stuffed it into a closest. "Well, now that we've gotten that out of the way, how about a game?" she suggested, leading them over to the couch.

"A game?" Apple Bloom repeated as they seated themselves on the couch.

Fluttershy nodded. "It's called "Shhh!""

"What's that?" Scootaloo asked.

"Well, it's a game about who can be quiet the longest," Fluttershy explained. "Sound fun? I'm the world champ, you know. I bet you can't beat me!" She then took a deep breath and held it.

The three fillies sat there for a few minutes before exchanging looks and broken the silence.

"I lose!"

"Me too!"

"Me three!"

Disappointed, Fluttershy sighed, now wondering whether she really could look after the fillies with some kind of help.

"Okay, now what can we do?" Apple Bloom wondered and got an idea when she spotted the chimney. "Oooh! How about Cutie Mark Crusader coal miners?" And her friends all agreed.

"No!" Fluttershy said firmly and the Cutie Mark Crusaders all pouted. "I mean, it's time for bed, don't you think?" she suggested, herding them toward the circular staircase that went up to the second floor. "Aren't you excited to get all toasty and warm in your snuggly-wuggly widdle beds?"

"Snuggly-wuggly?" Apple Bloom repeated. "But we have more crusadin' to do!"

"We've got plans!" Scootaloo agreed.

"And capes!" Sweetie Belle added, pulling the capes out of their bags.

Fluttershy had to think of something quickly to keep them inside and get them to calm down. "Um, okay, um. Maybe the crusading can wait until morning?" she suggested, herding them up the stairs. "When it's light? And not so… dark?"

* * *

A short time later the yellow pegasus managed to get the three fillies to get into her bed, and she tucked them in.

"How are we gonna find our special talent in our sleep?" Apple Bloom wondered, not wanting to sleep.

Fluttershy blew out the candle and turned to the three fillies. "Maybe you'll have a lovely little dream about your special talent," she suggested.

"But we're not even tired!" Scootaloo complained.

"How about I sing you a lullaby?" Fluttershy offered and the Cutie Mark Crusaders all agreed eagerly. She cleared her throat and she began to sing softly and gently. "Hush now, quiet now. It's time to lay your sleepy head. Hush now, quiet now. It's time to go to bed." And as she sang, both Scootaloo and Apple Bloom began yawning and their eyes began to droop.

"I know this one!" said Sweetie Belle suddenly.

Fluttershy blinked. "Oh, how wonderful! Why don't you sing it with me?" she suggested.

Sweetie Belle cleared her throat, prompting Scootaloo and Apple Bloom to cover their ears with their hooves, and she began to sing loudly. "Hush now! Quiet now! It's time to lay your sleepy head! Said hush now! Quiet now! It's time to go to bed!"

Fluttershy cringed. "Okay Sweetie, that was…" she began.

Sweetie Belle, however, kept singing and she was soon bouncing on the bed. "Driftin' (driftin') off to sleep! Exciting day behind you! Driftin' (driftin') off to sleep! Let the joy of dream land find you!"

"Thank you Sweetie, um…" said Fluttershy, trying to get the young unicorn's attention.

"Hush now! Quiet now!" Sweetie Belle kept singing loudly. "Lay your sleepy head! Said hush now! Quiet now! It's time to go to _bed_!" She ended on a high note and winced when she accidentally bounced off the bed and landed on the hard floor. "Ow!" she moaned, rubbing her sore rump while her friends uncovered their ears while the yellow pegasus was cleaning up the mess, and they could hear chickens clucking and flapping outside.

"What is that?" Scootaloo wondered, and they snuck away.

Fluttershy finished cleaning up and turned to the bed, where she gasped when she saw that they were gone. "Girls!"

* * *

The three fillies hurried outside and over to the fenced-in chicken coop, where they found the chickens were scurrying around inside the fenced area, making a loud racket.

"Fluttershy, your chickens are on the loose!" Apple Bloom called out.

"I wonder what could have caused that…" Sweetie Belle wondered and smiled sheepishly when her friends fixed her with a look.

"Don't worry, Fluttershy," said Scootaloo when the yellow pegasus came out of the house, "the Cutie Mark Crusaders will handle this!"

"Cutie Mark Crusader chicken herders! Yay!" Sweetie Belle cheered and they ran inside the fence, chasing after the chickens.

Fluttershy hurried after them. "No, I don't think that's a— ah, come back! Please!" she pleaded as the giggling fillies kept chasing after the flapping and squawking chickens. "Come on, girls, the chickens are fine— oh, girls, um… _girls_!" she shouted and both the fillies and the chickens all stopped, looking at her. She made a few clucking sounds and the chickens followed her back to the coop, where they stopped and looked at her. "Come on, in you go," she requested, but when they didn't move, she sighed and fixed them with the _stare_ , and they marched backwards in the coop. "There's some good chickens," she said pleasantly and then turned to the three impressed fillies. "Okay, you three. Isn't it about time you got into bed?" she asked.

"But-" the three fillies began.

"Please?" said the yellow pegasus and they reluctantly agreed, heading back into the house.

* * *

A short while later, Fluttershy had them all tucked into her bed once again. "So, no more crusading for tonight, all right?" she requested.

"Yes, Fluttershy!"

"We promise, Fluttershy!"

"Good night, Fluttershy!"

Fluttershy smiled as they all shut their eyes. "Okay, good night," she said, blowing out the candle once again, and she went back downstairs.

* * *

Once the yellow pegasus was gone, the three fillies cracked their eyes open and they looked at each other as they got out of the bed again.

"Okay, so what kind of crusading do we do next?" Sweetie Belle asked.

"There's not much we can do from this room… unless we become Cutie Mark Crusader cottage cleaners," Apple Bloom suggested.

Sweetie Belle shuddered at the suggestion. "N-no, thanks."

Apple Bloom went to the window and rested her forelegs on the edge, thinking. "Well, we have to think of somethin'. We can't just waste this opportunity to find out what our special talents are," she grumbled and then noticed that there was a gap in the fence surrounding the chicken coop, and there were chicken prints leading away from the gap. "Hey, girls! Look! Some of the chickens may have escaped!" she exclaimed and her friends joined her to see that she was right.

"Into the forest!" said Sweetie Belle and she quickly got out their capes to tie on.

"Cutie Mark Crusaders chicken rescuers are go!" they whispered and quietly headed for the stairs.

* * *

In the living room, Fluttershy was curled up on the couch, exhausted from chasing the fillies, and she let out a content sigh. "It really wasn't _that_ hard … I mean, all I needed to do was just show them who's in charge," she mumbled, curling up to go to sleep and was unaware that the three fillies were sneaking past her. "Nothing's gonna get past Fluttershy! Good with animals, good with kids."

* * *

Once outside, the three fillies quietly galloped toward the forest, following the chicken prints. Scootaloo did get stuck when her cape caught on the fence, and she had to tear to keep up with her friends. "Wait up!" And they all disappeared into the forest to find the missing chicken, hoping to get their cutie marks at the same time.

* * *

Back in the cottage, Fluttershy was dozing on the couch, mumbling to herself. "Mmm, peace and quiet." She sat up with a gasp. "Too quiet."

* * *

Flying upstairs, Fluttershy gasped again when she found the bed empty and she flew outside, looking for the missing fillies. "Girls? Girls?" she called out and poked her head into the coop, and discovered that one of the chickens was missing. "Elizabeak! She's missing!" she exclaimed and looked around until she found the gap in the fence and both the chicken prints and hoof prints. "Girls?!" She gasped flying until she reached the fence and found a piece of red fabric from one of the capes.

"Oh, no! They must have gone looking for my missing chicken! Which mean… they must have gone into…" she gulped. "The Everfree Forest!"

* * *

A/N: Caring for three fillies isn't easy, is it? See you tomorrow! ;) R&R everyone!


	3. Chapter 3: A STONING EXPERIENCE

My Little Pony Friendship is Magic: Stare Master

A/N: (Dede42 is typing away at her computer while Sunrise Blossom and Twilight Sparkle are busy sorting and organizing some papers for an upcoming project when the door opens and Fluttershy staggers in with the CMCs, and they are all soaking wet.)

Twilight Sparkle: (stares while her twin gets them towels) Fluttershy? What happen? Why are you wet?

Dede42: (looks up) Uh, I'm with Twilight, what happen to you guys?

Fluttershy: We were on the Lion King Pride Land Adventures and a route we took lead to this room that looked like the one from the _Haunted Mansion_ , and the floor was lowering when it suddenly disappeared, and-

Scootaloo: And we fell a _long_ way down, landing in a different room that had water in it with a _splash!_

Apple Bloom: The water wasn't super deep, so we were able to paddle through the room that looked like it came from _Pirates of the_ _Caribbean_ , only with hyenas chasing images of Timon and Pumbaa around.

Sweetie Belle: It was neat! Although it was odd that we saw Timon wearing a dress.

Fluttershy: _Anyway_ , after we got out of that room, we found ourselves in the _Small World_ room, and we were halfway through it when the floor disappeared _again_. Next thing we all knew, we were going down this crazy slid that took us through the Pride Lands, the elephant graveyard, on top of Pride Rock, and then down this large hole.

Apple Bloom: We went flying through these ice caves, caught a glimpse of Dr. Hooves, Derpy, Timon, and Pumbaa, and then we ended up in the backyard.

Scootaloo: It was _cool!_

Sweetie Belle: Yeah, but I'm still not sure of how we ended up here.

Dede42: I'm starting to think Timon and Pumbaa need to shut down that ride permanently. Sunrise, how about you and I get them some hot cocoa while Twilight starts a fire in the fireplace.

CMCs: Yay! Hot cocoa!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER THREE: A STONING EXPERIENCE**

Although terrified at the thought of having to enter the forest, Fluttershy walked along the path until she reached the edge of the Everfree Forest. "Those girls have really done it this time!" she grumbled, staring up at the trees. "They've really bitten off more than they can chew! Oh, just like me! I never should have offered to watch them." She then took a deep breath, spread her wings, and she flew into the forest.

* * *

Meanwhile, the three fillies were following the prints of the chicken deeper and deeper into the forest.

"Here, chick-chick-chick-chick-chick!" Apple Bloom called out and began making clucking noises. "Brawck, bawk-bawk-bawk, brawck!"

"What are you _doing_?" Scootaloo asked.

"Callin' for the chicken!" Apple Bloom replied and resumed clucking.

Scootaloo snorted. "That is not how you call a chicken."

Apple Bloom stopped clucking and fixed her with a look. "Oh, and you know how to call a chicken?" she demanded.

Scootaloo scoffed. "I know that's not the way."

"Then show me," Apple Bloom suggested.

Scootaloo shook her head. "I don't have to show you!"

"You're just chicken!" Apple Bloom teased.

"Am not!" Scootaloo protested.

"Oh, wait, now I know how to call a chicken! Scootaloo! Scoot-scootalooooo!" Apple Bloom mocked.

Scootaloo rolled her eyes. "That's so funny I forgot to laugh."

"You also forgot how to call a chicken!" Apple Bloom teased.

Scootaloo glowered at her friend as she blew a raspberry. "Why, you…"

"Come on, guys," Sweetie Belle scolded, "we're not gonna find the chicken or our cutie marks by arguing."

"Maybe that's our special talent. Arguin'!" Apple Bloom suggested brighty.

"Is not!" said Scootaloo.

"Is too!"

"Is not!"

"Is too! Anything yet?" Apple Bloom asked.

Scootaloo checked their flanks and shook her head. "Nope."

"Darn," Apple Bloom muttered and they both giggled as they followed Sweetie Belle and she resumed calling out for the missing chicken. "Heeeere, chick-chick-chick-chick, baaawk, bawk-bawk-bawk-bawk-bawk-bawk-bawk, b-baaaaawk!"

* * *

Giving her wings a rest, Fluttershy was following the prints and searching for the three fillies. "Girls?" she whispered, gulping. "Girls?" She let out a tiny terrified squeak when a leaf fell on her back. "Oh! Get a hold of yourself, Fluttershy," she scolded herself. "Just put one hoof in front of the other." She then stepped on a twig that snapped, and she yelped, jumping backwards. "Ahh! What was that?" She then backed into a tree, and she ran forward screaming.

* * *

Fleeing deeper into the forest, Fluttershy fled along the path and saw a figure in the distance. "Twilight? I-Is that you?" she called out and stopped when she reached Twilight Sparkle, who was standing perfectly still. "Oh, Twilight, it is you," she said, relieved and circled her motionless friend. "Thank goodness you're here. I need your help. The girls are out here somewhere, and I'm afraid that they're-" she gasped with horror when the moon came out from behind a cloud, revealing that her friend had been turned to stone. "Oh! What's happened to you?" She carefully poked her friend with one hoof and screamed when the statue toppled onto its' side. "Oh, no! If you've been turned to stone, it must mean – oh! Oh no, the girls! Don't move. I'll be back for you. Girls!" And she flew off, knowing only of one creature that could turn a living creature into a stone like that.

* * *

Meanwhile, Scootaloo and Apple Bloom were still arguing while Sweetie Belle was focused on following the chicken tracks.

"Is not!"

"Is too!"

"Is not!"

"Is too!"

"Girls!" Sweetie Belle snapped and they stopped their arguing. "Our special talent is _not_ arguing. Besides, what would the cutie mark of somepony whose talent is arguing even look like?" she wondered.

"Girls?" Fluttershy called out, flying overhead. "Girls?"

Sweetie Belle looked up, surprised. "Fluttershy?"

Hearing her name, Fluttershy flew back and landed when she found the three fillies. "Girls! Thank goodness I found you!" she exclaimed, relieved.

"Fluttershy, what-" Apple Bloom began.

"Girls, we have to leave the forest at once!" Fluttershy interrupted.

"But… we haven't found the chicken yet!" Sweetie Belle protested.

"There's no time for that," said Fluttershy quickly. "There's a cockatrice on the loose!"

Apple Bloom frowned, confused. "A cocka-what now?"

"A cockatrice!" Fluttershy repeated. "It's a frightening creature with the head of a chicken and the body of a snake. Now, come on!" And when she tried to herd them back, the three fillies slipped past her, going deeper into the forest. "No, wrong way!"

Scootaloo ignored the yellow pegasus. "The head of a chicken and the body of a snake?" she scoffed. "That doesn't sound scary, that sounds silly!"

Apple Bloom laughed in agreement. "Why, if I ever saw one of them cockathingies face-to-face, I'd laugh at how silly it was." And she ended up bumping into the yellow pegasus.

"No! Never look one in the eye!" she scolded as a nearby brush rustled and the missing chicken came running out, getting the attention of the three fillies. "If you look a cockatrice in the eye-"

"The chicken!" Apple Bloom exclaimed and she chased after the chicken, followed by her friends.

Alarmed, Fluttershy flew after them. "Girls! Wait!"

* * *

Meanwhile, the Cutie Mark Crusaders kept chasing the chicken, which disappeared into a bush, and they searched the area. "Here, chick-chick-chick-chick-chick!" they called out, stopping only when they heard a growling noise nearby.

Just then, the chicken poked its head out of a nearby bush, and they were relieved.

"There he is!" said Sweetie Belle, and then she blinked when a second chicken head appeared not far from the first one.

" _Two_ chickens?" Scootaloo wondered, confused.

Apple Bloom agreed with her friend's confused expression. "I thought only one escaped!"

"Grab them both!" Sweetie Belle ordered and they went after the first chicken, only to have it escape, clucking like mad, and then the second 'chicken' suddenly growled and the three fillies gasped when it rose out of the bushes, to reveal that it had the body of a snake with chicken legs, and the wings of a dragon!

Roaring, the Cockatrice flew after the fleeing chicken, landed in front of it, and then fixed it with its' glowing red eyes. The chicken let out a terrified squawk before it was turned into stone and landed on the ground, its head stuck in the ground.

The Cutie Mark Crusaders screamed and fled with the Cockatrice flying after them.

* * *

They kept running until Scootaloo tripped on a rock and they crashed to the ground in a heap. Sitting up, they saw the stone figure of Twilight Sparkle with her own expression frozen in surprise, and they screamed again.

* * *

Hearing the screams, Fluttershy landed near them. "See? Now we have to-" she began, but they were too busy running around, screaming in terror. "Girls, please. Girls— now listen to me, girls, I— please!" she pleaded when she heard a squawk and turned to see that Cockatrice was heading for them. She quickly covered her face with her hoof, determined not to make eye contact. "Girls! Behind me, _now_!" she ordered and the three fillies hid themselves behind her.

Reaching the yellow pegasus and finding its way block, the Cockatrice squawked and roared, flapping its' wings angrily.

Steeling herself, Fluttershy lowered her hoof and glared at the Cockatrice, startling it. "You!" she scolded. "Just who do you think you are, going around turning others into stone?" And when the creature's eyes glowed, beginning to turn her to stone, she used the Stare, scaring the Cockatrice. "You should be _ashamed_ of yourself. I have a mind to find your mother and tell her what you've been up to, young man," she growled and the transformation stopped so that only her back half was stone. "Now you go over there, and turn Elizabeak and my friend Twilight back to normal, and don't _ever_ let me catch you doing this again. Do you understand me?"

The Cockatrice did some dismayed squawking and it flew away to do as she commanded.

Her back half returned to normal and Fluttershy turned to check on the three fillies, who were staring at her with utter amazement on their faces. "Are you girls all right?" she asked. "I was so worried!"

"Yeah, fine!" Scootaloo answered.

"Thanks to that stare of yours," said sweetie Belle.

"You're like the queen of stares," said Scootaloo. "You're the- _Stare Master!"_

"We're sorry we snuck out of the house and into the forest," sweetie Belle apologized.

Apple Bloom nodded. "Yeah. We'll listen to you from now on."

"We promise," Scootaloo promised.

"Oh, you _do_ , do you? Well, you better, or I'll give you… the _Stare_!" Fluttershy teased, pretending to give them The Stare and they all giggled while the Cockatrice flew past.

No longer stone, Twilight Sparkle walked over to them with a very confused expression on her face. "What… what happened?" she asked and they all turned when the chicken began squawking frantically, no longer stone and its' head was still stuck in the ground.

* * *

A/N: Fluttershy: 100 The You-Know-What: 0 R&R everyone!


	4. Chapter 4: WELL-BEHAVING FILLIES

My Little Pony Friendship is Magic: Stare Master

A/N: (Dede42 is in the writers studio and she is packing her bag when Twilight Sparkle enters.)

Twilight Sparkle: Dede42 have you see- uh what are you doing?

Dede42: I'm going to the library to do some research, Twi. Did you need something?

Twilight Sparkle: I'm just wondering if you've seen Sunrise Blossom and Fluttershy? I haven't seen them since yesterday with that mixup with the author's note.

Dede42: No, I haven't seen either- (the special door suddenly opens and both Sunrise Blossom and Fluttershy shoot out in a boot while screaming) Whoa!

Sunrise Blossom and Fluttershy: _AAAHHH!_ (the boat slides across the floor and Dede42 quickly opens the door as the boat shoots outside into the backyard, where it skids to a halt) Oooh…

Dede42: (runs outside with Twilight Sparkle) Sunrise! Fluttershy! What happen?

Twilight Sparkle: Sunny, Fluttershy, are you both ok?

Sunrise Blossom: (falls out of the boat and lies on the ground) Ooh…going on that ride was a _bad_ idea.

Fluttershy: (she also falls out of the boat) Yes, going on the boat ride wasn't smart at all. Where did that waterfall come from anyway?

Dede42: Sunrise, Fluttershy, did you both go on the virtual safari boat ride?

Sunrise Blossom and Fluttershy: (nods) Yes.

Twilight Sparkle: (shakes her head) Great, another ride I'm going to have to fix.

Dede42: Come on, let's get this boat back through the door so Timon and Pumbaa can put it back where it belongs.

All: Ok.

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER FOUR: WELL-BEHAVING FILLIES**

The next morning, the three fillies were running around the front yard, giggling and having fun while Fluttershy and Twilight Sparkle were seated at a table, drinking tea, and the yellow pegasus was telling the purple unicorn, who was writing it all done for her report, about the encounter with the Cockatrice.

"And that's when it brought you back from stone," Fluttershy concluded.

"This is gonna make quite a letter to the princess," Twilight Sparkle remarked. "I was wrong about you. You certainly do know how to handle those girls."

Fluttershy flushed a little. "Oh, I wouldn't go that far," she said softly.

"Hmm? How so?" Twilight Sparkle asked.

"I assumed that I'd be just as good with kids as I am with animals," Fluttershy confessed. "Boy, was I wrong. I really learned the hard way not to bite off more than I could chew."

Twilight Sparkle nodded, writing it down before magically setting both the report and the quill on the table. "You and Rarity both," she agreed as both Rarity and Sunrise Blossom walked up. "Good morning, Rarity, Sunrise."

"Morning, Twilight, Fluttershy," said Sunrise Blossom.

"Did you finish all those capes?" Fluttershy asked.

Rarity nodded and sighed. " _Just_ delivered them," she answered. "I have to admit, if you hadn't come along, I might not have. Thanks again."

"Won't you both stay for some tea?" Fluttershy offered.

"Of course," Sunrise Blossom agreed.

Rarity politely declined. "I really must get back to the shop and clean up," she said and then she called out to the three fillies. "Girls! Get your things. Time to go. Girls!" But the Cutie Mark Crusaders were too busy giggling, calling to each other, and running around. "Girls! Time to— Girls! Your things! Girls! It's time to— Girls!"

Fluttershy got up from the table and joined her. "Allow me," she requested and she cleared her throat. "Girls?"

"Yes, Fluttershy," said Apple Bloom, zipping up with Sweetie Belle.

"You called?" Scootaloo asked, joining her friend.

"Go and get your things," Fluttershy requested. "Rarity is here to see you home."

"Of course, Fluttershy, right away!" said Sweetie Belle, and she raced inside the cottage with her friends.

Rarity blinked a few times, trying to make sense of what just happen. "Ah, huh, ah, how did you… how did you do that?" she asked finally.

"I guess I'm just as good with kids as I am with animals," Fluttershy said casually while winking at Twilight Sparkle, who was fighting back a smile and Sunrise Blossom looked between them, confused.

Just then, the Cutie Mark Crusaders ran past with their bags packed. "Thank you, Fluttershy! Bye! Thank you, Stare Master!"

"Ah, uh, speaking of which," said Rarity, "I could use your help with Opal."

"Of course," said Fluttershy. "How about later today?" She blinked when she heard Opalescence yowled nearby. "Huh?"

Rarity turned to reveal that Opalescence was clinging to her flank. "How about now?" she suggested, wincing and straining while her cat yowled again, her claws digging into the unicorn's side. "Please?"

Twilight Sparkle, Sunrise Blossom, and Fluttershy exchanged a look before they giggled, and the yellow pegasus went to assist in getting Opalescence off their friend's back.

While this was being done, Sunrise Blossom took Twilight Sparkle aside to talk to her. "Twilight, what happen to you last night?" she asked. "I was worried when you didn't come back with the tea from Zecora's."

"I had a run-in with a Cockatrice," Twilight Sparkle answered and shared the whole story with her twin. "…thanks to Fluttershy using the _Stare_ on the Cockatrice, I probably would've remained a statue forever."

"Wow," said Sunrise Blossom, shivering a little. "I've read about Cockatrice's in books, but actually encounter one like that. Yikes."

Twilight Sparkle nodded. "Yeah, and I've made sure to record the entire experience for my report to Princess Celestia," she added, nodding to the waiting report. "Plus, Fluttershy learned that you have to be careful about what you take on, and not bite off more then you can chew."

"A good friendship lesson indeed," Sunrise Blossom agreed. "So, since I'm caught up with everything at the Apothecary, how about you and I go see Zecora to get our favorite tea after you send off your report?" she offered.

"Sounds good to me."

"Great."

* * *

A/N: As you can see, Sunrise Blossom is in this chapter, and she was just too busy to show up until now. Later! ;) R&R everyone!


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